Groupon, Inc. — Director's Dealing 2018

Mar 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2018-03-15

Reporting Person: Drobny Dane A (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-15	Common Stock	M	5000	—	Acquired	524151	Direct
2018-03-15	Common Stock	F	2216	$4.55	Disposed	521935	Direct
2018-03-15	Common Stock	A	605	—	Acquired	522540	Direct
2018-03-15	Common Stock	F	269	$4.55	Disposed	522271	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-15	Restricted Stock Units	$	M	5000	Disposed		Common Stock (5000.0)	Direct

Footnotes

F1: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.

F2: Restricted stock units earned as part of an annual incentive program and granted in accordance with the terms of the Groupon, Inc. 2011 Incentive Plan. These restricted stock units are immediately vested.

F3: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F4: 10,000 of the restricted stock units reported on this line vested on September 15, 2017; 5,000 of the restricted stock units reported on this line vested on each of December 15, 2017 and March 15, 2018; 46,487 of the restricted stock units reported on this line will vest in equal installments quarterly beginning on June 15, 2018 and ending on March 15, 2019; and 145,180 of the restricted stock units reported on this line will vest in equal installments quarterly beginning on June 15, 2019 and ending on March 15, 2020; in each case subject to Mr. Drobny's continued employment with the Company through each vesting date.